Here we go...I'm not the best at this type of thing but... I gave it my best shot. Once again I want to thank all of you who have reviewed. This time around I feel like I got some of the best, longest reviews ever. This story is a journey for me...and all of you are making it possible. Once again anyone who wants to help me along with the smut...because it will eventually come...fell free let me know. I will update every Tuesday if not sooner. Thanks again for all the support. alright y'all R&R. (read and review :)

Sleeping Beauty

Merle knew she'd be dead asleep. He crept on her cell lightly, and stood outside the cell, leaning his shoulder gently against the bars. It was dark, only the faint light coming from a half-moon shone in through those dismal barred windows shed any ounce of light. But he could see her well enough.

She looked like a dream. She was a dream. Aint no way any one as sweet and pure and young could have fallen for him. But she had, and it wasn't a dream, it was reality, a shitty unattainable reality. Even if they managed to kill the governor, even if they managed to survive this useless war, even if they didn't get killed by them damn monsters out there, her daddy and her family they'd never let them be. And never mind the rest of the group, his own dammed brother would just as soon string him up by his balls then let him take up with her.

He knew he could still have her. Hell he could have her tonight, if he wanted to. Take her right here in her cell, not twenty paces away from where her own daddy laid down sleepin. He'd clamp a hand over that sweet little mouth, and take her virginity, keep her hushed up and quiet, and be gone by morning light. If he wanted to, she could be his.

But there wasn't much point in ruining her. She'd never go against her family, go against the group. He was pretty well hated. He'd made his bed pretty good and solid with this group.

Besides, he didn't want a woman. He'd made it forty some odd years without one, he didn't need to be thinkin' about that now. A bed warmer, that he could do with. A nice solid fuck now and again, that would be nice. But this angel, you could see a mile away she wasn't like that, she'd never be like that. She'd wanna be cared for…hell, she'd wanna be loved.

He could tell today that she'd fallen for him. The way she'd melted into his arms, the way she'd pressed herself all into him and stood stock still just hoping to disappear. He'd felt the way she'd kissed his chest, all shyness and inexperience, there'd been nuthin of lust in those kisses they'd come straight from her heart. And nuthin had come closer to pushin him away than that, not even the threat her daddy with a twelve gauge. He knew how she felt, and he wasn't the man to handle that sort of thing.

But damn it here he stood right now. Damn near middle of the night, starin' at her like some kind of pervert, or some type of fool. Just because he wasn't the man for her didn't mean, she wasn't beautiful, didn't mean he wasn't wantin to lay eyes on her one last time. To see what maybe could have been.

Most of all, knowin he wasn't the man for her made it all that much more important for him to make sure there'd be enough left of her to find the right man in the future. And if that son of a bitch Governor got a hold of her there'd be nuthin left.

He pushed himself up off the wall and leaned in against the bars for one last glimpse, the door budged slightly under his heft and squeaked

Beth rolled onto her side, and rubbed a hand over her face. "Daddy?" she asked in a whisper.

"It aint yer daddy," he answered softly, "It's me."

She yawned and sat up slightly, "Merle? We got watch?" she asked, she hadn't thought they did, but maybe she'd screwed up.

"Nah Sugar," he rasped out slowly, "I was just walkin by….I saw you sleepin and…"

"Come in…." she cut him off. There was no way she was gonna let him just walk off like that. Not after how she'd felt in his arms today.

He shook his head no. "Better if I don't." he said lightly.

"Just for a minute." She insisted. The way he looked, standing in the dark, the moonlight barely lighting up his worn out features, made her breath catch in her throat.

He looked at her and narrowed his eyes, tryin' to figure out where exactly a proposition like that was gonna go. Hell, he thought, there aint no way the big bad wolf is gonna be scared of little red riding hood, and he stepped inside.

She scooted over and patted the bed besides her, propping herself up on her pillow and crossing her legs. Merle hesitated for a moment an then sat.

She was beautiful, if he'd thought she was a dream before that wasn't nuthin compared to the way she looked now. Big blue eyes open, and dreamy with sleep and desire. Thick blonde hair falling on her shoulders, and a tank top so worn and bare he could see right through it. He swallowed hard and shifted his eyes to the wall. He didn't even think he could handle looking at her just now.

"Why you out walking," she asked, "Your hand keeping you up?"

He held it out in front of him and slowly flexed the fingers open and shut, "It aint so bad….I was just….restless."

"You want me to take a look at it?" She asked, and he could hear the concern in her voice.

It took every ounce of resolve for him to shake his head. "Nah," he whispered, "its late…I best get goin."

She looked at him, and smiled. All she could think about was that she had spent the day buried in those arms. "I wish you'd stay awhile," she said softly, hoping to be in them again.

He fixed his eyes on hers; all he wanted was to touch her. "I shouldn't've come by," he rasped out, "It's late…"

"Oh," she whispered, disappointed. Her hands came out and she started picking at the frayed edges of the blanket on her lap.

He laughed softly and shook his head, "You got no idea do ya?" he asked simply.

She tilted her head and looked up at him, taking everything in, the wide chest in the dirty wife beater, the shoulders and arms. His eyes, bluer than blue with deep lines etched onto their sides, the stubble, the short hair, just starting to curl. He wasn't the only one to know about desire.

"Yeah, I get it." She said shyly, before looking down onto her lap again. "I feel it too you know." her voice was barely above a whisper.

Well fuck it all to hell. Merle raised his hand and scrubbed it hard over his face. He knew he should be leaving, but his body wouldn't budge. He could be dead by morning, he thought, he just couldn't bear to go without a little taste of sugar.

He scooted back until he was resting against the wall behind him, "Why don't ya come on out here," he said, patting the bed "sit beside me a minute."

She swallowed hard, and flipped the blankets off, revealing long smooth legs, in a pair of men's boxers. Before he could change his mind she was out and sitting beside him, pressed right up against his body.

"Christ almighty girl," he said looking her up and down, "ya tryin' ta kill me in that outfit?" The shorts barely covered her ass, and the tank top was practically worn through.

She blushed and elbowed him gently in my ribs, "It's my pajamas." She smiled, "I was sleeping."

He shook his head slowly, and whistled soundlessly through his teeth, "pajamas huh?" he asked.

She smiled, blushing again, and folded her arms across her chest. Her head dipped low, "you're making me feel self-conscious." She said.

"Sugar," he laughed lightly, "That's the last thing you oughta be feelin'." With a body like that, squeezed into that outfit, she should be feeling like a damn porn star he thought.

"Oh yeah," she smiled, leaning up against his arm with a gentle shoulder nudge, "how should I be feeling then, sitting here half dressed with you?"

He looked down at her and lifted his arm, wrapping it around her and pulling her close up against him. "Lemme think," he smirked, "ya should be feelin scared." He laughed.

"Scared?" she pouted softly, "that's the last thing I feel when I'm with you."

"That last thing?" he repeated with his long slow drawl, "I must be losin' my touch."

She shook her head and tucked herself deeper into his side. "You make me feel so…safe."

He looked down at her and nodded slowly, his jaw working as his teeth clenched together. Safe, that's what she saw in him. A ticket to stayin alive is what scum like he and his brother provided in these times, nothing less and nothing more. He had it figured all along.

"…and warm…" she continued breaking his train of thought, and reaching out a hand to lay it on his chest. She could feel his muscles twitch underneath, and the solid steady drumming of his heart.

"…and…worthwhile …" she whispered turning her face and pressing it against his side, hiding herself, "and …alive…" she pressed a soft kiss against him before looking up, her soft blue eyes meeting the cold hard steel of his, "…and…beautiful."

He stared down at her for a minute in a stunned silence. He hadn't been expecting that. A second ago he had been pissed off at her, certain that she was using him for his brawn, and now she had laid it all out in five simple words. How on earth had he managed to make her feel all those things? He wasn't nuthin…wasn't worth nuthin.

He clenched his jaw and unclenched it. He felt two torrential urges building up inside of him. The first, to tear her clothes off and fuck her into frenzy, and the second, to cup her in his hands as gently as if she were a baby bird.

"Christ, darling." He muttered softly as he reached his free hand around her middle to scoop her up onto his lap. "Ya can't be sayin all that."

"Hmmm," she mumbled, settling herself into his arms, her face finding his chest again, and nuzzling into its wide solid warmth. "Its how I feel." She whispered shyly.

Merle closed his eyes and buried his fingers in her blonde hair tugging it back gently so he could fall more easily on her mouth. He started with slow gentle nips, his lips barely biting hers, his tongue brushing slowly across her bottom lip before easing into her mouth, his hand leaving her hair to slide quietly between the hem of her tank top and her skin. And then he tasted her, all of her, diving in again and again, until they were both left gasping for air.

He sank his head back down, and nibbled on the side of her jaw, she gasped, and he rubbed his hard stubble against it before attacking it with his lips. He kissed his way up and down her neck, and brushed his square jaw just centimeters from her nipples before pulling back. The smell of her, the sweet smell of her skin, and the heady scent of her desire almost drove him mad, and he dove into her mouth again, pulling at her bottom lip, covering her whole mouth with his and almost swallowing her whole before pulling off into a slew of soft tender kisses that almost broke her.

And all the while there was his hand, hot and wide and heavy, going around in slow steady circles on her stomach, always just a little bit higher towards her breasts, and dipping a little bit lower into the edge of her shorts. Beth could barely keep herself together. She had one hand gripped onto his wife beater, and the other up the back of his neck, her fingers gently tugging on those little itty bitty curls that were just beginning to grow out.

She was kissing him as best as she knew how, letting her tongue ease into his mouth to tangle with his, pulling back to run her lips across his stubble chin, to draw a line of kisses along his jaw. She had some lust inside of her, she just hadn't learned how to use it…up to now, it had been just sweetness from her, but the things he was doing to her….she was just burning up inside.

On his last pass, his hand settled low along the edge of her shorts, the tips of his fingers just dipping underneath, skimming along the sweet, silky softness of her navel, just barely reaching the edge of the short blonde curls that grew there. She gasped, and almost unbidden, her hand released his shirt and gripped onto his forearm.

He could sense her fear. If there was one thing Merle Dixon could track better than his brother it was women, when they were in a heated state. He eased up his hand a bit and broke their kiss, pulling back to look her in the eye, "ya scared now?" he whispered.

Beth shook her head no, "Nervous," she answered softly, tilting her face up to look at him, "I've never done this before." She added shyly.

This was what she had wanted. What she had asked for really. She knew he was a man, had felt the effects of his desire pressed up firmly against her before, and he had made his intentions perfectly clear. But now that it was happening, or could possibly be happening she was frozen in fear. She'd never even been touched by a man, never had a hand creeping up her shirt while she was lost in a kiss. Her inexperience was staggering, and his experience was overwhelming.

He pulled his hand out of her shirt, and took her by the chin, "Relax," he whispered, "I aint gonna touch nuthin…don't you worry." His eyes were half mast, bedroom eyes. He'd charmed the pants off just about every damn girl in the county with that look, never mind his voice. Somethin to be said for smoking butts since you were twelve, it left you with a rasp that got inside a woman's core and melted her down. Nah, he thought, he wasn't gonna touch this girl tonight, he was gonna skim, just miss the important parts….leave her in a state where she wouldn't be able to get him out of her mind….just in case he did make it back.

Slowly, he slid his hand, back underneath her top. His fingers found their spot inside her shorts, where they began stroking at the very edge of her curls. "Aint gonna go any lower," he whispered into her mouth, "just relax." And his mouth fell back upon hers.

He could have kissed her all night. It had been so long since he'd had a make out session like this. Hell, he could barely remember the last time he'd even put the least bit of effort into kissing a girl. Usually, it had been sort of a perfunctory act, before the shirt and pants came off. His mouth was usually latched onto a nipple, or headed further south.

But this, Christ almighty this was pure sweetness. Just barely touching her, running his fingers along the softest skin, her navel, the underside of those perfect looking little tits….the restraint he was using was enough to drive him mad. And the sounds she was making, it was all sighs and gasps, and the sound of wet on wet when their tongues were coiling against one another.

Beth was in heaven. Nestled in his arms, she could hear him, and smell him and taste him, and she could feel him, all of him pressed up against her, and stroking her. She had tried to stop him once when she felt he was about to head into her pants. She couldn't do that, not two cells down from her daddy, but he'd just reassured her, and she had lost herself in him again.

Slowly, slowly, her hand had unclamped from the back of his wife beater, and begun exploring his chest, the hard muscles bunched and rippled under her inexperienced touch. She wanted to touch him, wanted to feel his skin underneath her fingertips. "Merle," she whispered, as her hand slid up underneath his shirt, and ran across his ribs, "let's lay down."

She had a feeling she couldn't really comprehend, a feeling of needing him to be closer, closer to her physically than he could possibly be.

His blood ran up into boil, and he knew right then and there that if he let her go any further he'd have a hard time stopping himself.

"Hey now," he mumbled, pulling off her mouth just far enough to speak, "ya know that can't be happening' darlin, we talked about that." Damn fucking unbelievable turn of events he thought, must be the fucking end of the world when a gorgeous eighteen year old invites him into her bed and he turns her down.

A bright red flush had spread across her cheeks and chest, and her hand came flying out of his shirt, "I didn't mean…" she stammered out, "I…we don't have to …do anything." She finished softly, unable to meet his eyes.

"Sugar," he drawled out slowly, as he leaned his forehead up against hers, "there aint no way I'd get inside that bed and not do somethin'…" he slid his hand up out of her shorts, and wrapped it around her hip, "I'd do a whole lot of somethin all night long …"

She swallowed hard and closed her eyes. Sudden warmth spread through her body and collected in her middle. She was scared to look at him. "Oh…" she said simply.

"Yeah," he answered gruffly, giving her hip a gentle shake, "matter of fact, I'm havin a hard enough time keepin it under control as it is." He finished, pulling his head back, and resting it on the wall behind him.

Merle inhaled deeply through his nose, and shut his eyes. Yes, indeed, he had the finest piece of pure untouched ass he had ever seen, curled up on his lap, and begging him for more, and he had to let her go. It was gonna take everything he had in him, but he had to let her go.

He had a mission to accomplish in the morning…it wasn't gonna go so well, if he went in halfcocked with images of her sweet little ass engraved in his mind. Then there was her Pops to think about…he'd already gone back on his word…sort of, hadn't taken her cherry but…he was headin in that direction. Not that he really cared to much… he'd pissed plenty of daddy's off in his lifetime he wasn't gonna stop now. But then of course there was Daryl. He'd spent his whole life putting every damn piece of tail before Daryl….and it wasn't gonna happen again.

He knew Beth wasn't a piece of tail. She was an Angel who got caught up with the wrong man. He'd turned up the ol' Dixon charmed and snared himself the most innocent of all creatures. But it didn't matter, not when his baby brother was on the line. Not this time.

He cocked his head to the side and lowered it, so he could meet her eyes. "It can't happen sugar." He said simply. As much as he wanted it to happen, there was just no way.

The embarrassment and disappointment in her eyes almost dislodged him. "I shouldn't have…" she started, unable to finish.

"No sugar…" he mumbled weakly, "I shouldn't have. No point in startin somethin that aint meant to be finished," he leaned his head forward and pressed a kiss to the side of her head, "at least not tonight."

He looked at her, at the blush on her cheeks, her kiss swollen lips, and her mussed up hair. "Come on darlin," he said, picking her up and pulling her off his lap. "Let's get ya to bed."

Beth looked down at her folded hands; a minute ago they had been crawling up under his shirt. She didn't think she'd ever felt quiet so disappointed in her entire life. "You're leaving." She said meekly.

She didn't even know how true those words rang. Come morning he'd be gone. He'd be leavin' her, and his brother and possibly even this here world. He looked at her; he took all of her in…every last beautiful drop. "Yep," he said with a nod of his head. "I'm goin'."

Beth swallowed hard, and nodded. She couldnt even look up.

"Come on darlin'," he continued, as he reached over and pulled at the corner of the sheet, flippin it back. "Get yer pretty little ass in there."

Beth huffed softly with a laugh, she had to hand it to the man, at least he knew how to ease a situation when the tension or embarrassment grew to thick and heavy to bear. She quickly scooted across the bed and slid beneath the covers, "Merle," she whispered, reaching a hand out to place it against his thigh, "Come back."

He fixed his eyes on hers and narrowed them for a second. She didn't know, about Michonne, the deal, the pacts that had been made and broken and rearranged. She didn't know about him, who he was, or what he was about to do. This beautiful young thing, she wasn't lookin at him because of who he had been, she was fallin for him for who he was now, and that was the single hardest thing for him to accept. Hope.

"I'll be back sugar." He said softly, before reaching out and taking her hand briefly in his. "Don't you worry, you aint seen the last of me."

-Thanks R&R ;)